Note : The following abbreviations have been used.

1. AGM means Annual General Meeting

2. CG means Central Government

3. GM means General Meeting

4. MA means Memorandum of Association

5. MAA means Memorandum & Articles of Association

6. RD means Regional Director

7. ROC means Registrar of Companies

8. Tribunal means National Company Law Tribunal

9. Appellate Tribunal means National Company Law Appellate Tribunal

* Applications would be expeditiously dealt with if the same are certified by a C.A. or a Cost Accountant or a C.S.

** Ministry of Company Affairs has notified the e-Forms as of 10th February 2006, and made operational from 28th February 2006. The Form Nos. mentioned in the tabulation below are the newly notified e-Forms.
Event
description
Section
Form
No.
Due
date
Remarks
INCORPORATION
• Availability of Name
20
1A
Filing fees Rs. 500. Valid for 60 days for renewal for further period of 30 days only by paying Rs. 250/-
• Registration
— Private Limited Company
12, 33
146, 303
1, 18
32
Form No. 1 to be attached with a coy of MAA and proposed agreement with the Managing/Wholetime Director/s (if any) are to be filed.
— Public Limited Company
12, 33, 146
266, 303
1, 18
32,
In addition to Form No. 1, MAA and the agreement as aforesaid, Form No. 29 for each Director is also required to be filed.
• Rectification of Mistakes
20, 12, 33
68
365 days from the date of approval of
Form 1 or
Form 1A.
An application for rectification of mistakes in Form No. 1 & 1A shall be accompanied by fees of Rs. 1000/-.
ALTERATION OF MAA
• Change of Name
21
1A
Seek availability of New Name from ROC along with Board Resolution.
23
30 days
Thereafter pass a Special Resolution at GM to adopt the new name. Apply to ROC for fresh certificate of incorporation along with changed MAA.
• Change of Regd. Office
— In the same city within local limits
146
18
30 days
Pass Board Resolution.
— Outside local limits of city, town or village
146
23, 18
30 days
Pass Special Resolution at GM.
— In the same State but within the jurisdiction of another ROC
17A
23, 18,
30 days
Prior confirmation from Regional Director (application in Form 1AD), Pass Special Resolution at GM. File with ROC a certified copy of confirmation of Regional Director along with amended MA.
— From one State to another
17
23
30 days
Pass Special Resolution at GM. File Petition to CG and file copy with ROC.
18, 146
21
18
3 months
30 days
Certified copy of CG’s order along with amended MAA with ROC of both the states.
• Alteration of Objects clause
17, 18
23, 21
30 days
Pass Special Resolution at GM. File copy with ROC along with amended MAA.
Rectification of Mistakes
21
68
365 days from the date of approval of
Form 1A.
An application for rectification of mistakes in Form No.1A shall be accompanied by fees of Rs.1000/-.
CONVERSION OF
Private to Public
44, 23
23
30 days
Pass Special Resolution at GM within 30 days of alteration of Articles of Association file prospectus or statement in lieu of prospectus. Thereafter apply for fresh Certificate of incorporation.
Public to Private
31(1)
23
1B
30 days
3 months from Special Resolution
Pass Special Resolution at GM.
File application for approval of ROC and on receipt of
approval order file copy of altered articles within one
month to ROC.
DEPOSITS
Acceptance of Deposits
58A
Prior to Acceptance
Copy of advertisement (if any) or statement in lieu of advertisement.
Return of Deposits
30th June
Return as on 31st March every year — copy to RBI.
SHARE CAPITAL
DEBENTURES & securities
• Issue – Where Prospectus is issued
60
Prospectus
Before Issue
Including expert’s letter of consent and statement that he has not withdrawn his consent, copy of contracts. Share application form to be accompanied with Form 2.
Prospectus to be vetted by SEBI.
• Where no Prospectus is issued
56(3)
2A
Memorandum containing salient features of prospectus.
70
Statement in lieu of Prospectus
3 days before 1st Allotment
• Allotment
75(1)
2
30 days
Return of allotment.
75(2)
3
30 days
Particulars of contracts if allotment is otherwise than in cash pursuant to contract not in writing.
• Payment to under-writers in case of shares or debentures not offered to public and disclosed in a prescribed form
76(I)
4
Before payment
• Increase pursuant to Government Order
94A, 81(4)
5
30 days
Form duly stamped with CG Order Copy.
• Consolidation of share capital, Conversion of shares into stock, etc.
95
5
30 days
Pass a Resolution altering MAA at GM.
• Increase of share capital or of members
97
5
30 days
Pass a Resolution altering MAA at GM.
• Revalidation of Transfer Deed
108
7C
File with ROC with filing fees of Rs. 50 per transfer form (if nominal capital to be transferred less than Rs. 5,000), otherwise Rs. 100.
• Shelf Prospectus
60A
Shelf Prospectus
Before 1st issue
To be filed by a public financial institution, public sector bank or scheduled bank whose main object is financing.
The shelf prospectus is valid for 1 year from the date of opening of first issue. Information memorandum to be filed prior to the second and subsequent issues.
BUY-BACK OF SECURITIES
• Declaration of Solvency
77A(6)
4A
30 days
To be adopted by Board of Directors and signed by at
least two Directors, of which one should be Managing Director.
• Register of Securities
bought back
77A(9)
4B
On completion of buy-back
Number of securities bought, consideration paid, dates of cancellation of securities/extinguishing, physical, destroying the same, etc. to be included.
• Return for buy-back
of Securities
77A(10)
4C
30 days
Return contains detailed information to be submitted to the ROC in relation to securities bought back.
REGISTRATION OF CHARGES
• Creation/Modification*• For Debenture Series• Satisfaction*
125, 127, 135
128, 129
138
8
10
17
30 days
30 days
30 days
Along with certified copies of the instrument creating charge.Including particulars of commission etc. on Debentures.Upon payment of debt or satisfaction otherwise, after obtaining signatures of the lender company and the Bank/Financial Institution.
MANAGEMENT & ADMINISTRATION
• Officer in default
— Appointment
5
1AA
30 days
If any one director or a person other than director along with consent in Form 1AB.
— Withdrawal of consent
5
1AC
30 days
Upon receiving notice of withdrawal of consent.
• Commencement of Business
149(1)(a)
19
Before commencing any business or exercising any
borrowing powers
If Prospectus has been issued.
149(2)(a)
20
 — do —
If statement in lieu of Prospectus has been filed on Rs. 100 Stamp Paper.
• Commencement of New Business
149(2A)(b) (ii)
20A
Before commencing
Pass Special Resolution at GM.
23
30 days
• Foreign Register of Members
 157
Notice of situation
30 days
For opening or change in situation or for discontinuance
• Annual Returns for Company with Share Capital
159
Part II of Sch. V
60 days of
AGM or AGM due
Full particulars of past and present members once in six years — If shares are listed on Stock Exchange to be signed by full time practising Company Secretary.
— Without Share Capital
160
21A
60 days of AGM or AGM due
Along with statement of indebtedness of all registrable charges.
— Notice of Trust
187C
22B
30 days
Upon receiving Forms I and II — Notice of beneficial holdings.
• Special Resolutions, & for the following other resolutions :
a) Agreed by all members or class of members which otherwise would have to be passed as Special Resolution
192
23
30 days
To be accompanied by Explanatory Statement if S. 173 is applicable and agreement if any.
b) Board resolutions
relating to appoint-
ment or variation
of the terms of
appointment of a
Managing Director.
c) Giving powers to
the Board u/s. 293
d) Appointment of sole
selling agent u/ss. 294
and 294AA
e) Voluntary winding up
ACCOUNTS, audit and secretarial compliance
• Books of Account – Situation other than Registered Office
209
23AA
7 days
Pass a Board Resolution.
• Annual Accounts
220
23AC (B/S) 23ACA (P&L)
30 days
One Copy of Balance Sheet, P & L A/c., Directors’  Report, Part IV of Sch. VI, Auditors’ Report laid at AGM –If NOT adopted, statement of non-adoption and reasons therefor.[See Notes 2 and 3]
219
23AB
30 days
One copy of abridged accounts in case of listed companies which can be issued to members instead of the full accounts
• Appointment/Reappointment of Auditor
224
23B
30 days of intimation
To be filed by the auditors — acceptance or rejection to be specified.
• Secretarial Compliance Certificate
383A
66
30 days
of AGM
Any Company not required to have a whole time secretary but having a paid-up capital of Rs.10,00,000/- or more but less than Rs. 5,00,00,000/- shall file with ROC a compliance certificate from a secretary in whole-time practice.
DIRECTORS
• Acceptance of Directorship of Public Co.
264, 266 274(1)(g)
32 & 32 Addendum DD-B & DD-C
30 days
Consent to act as a Director to be filed along with acceptance for qualification shares, if any. Additional form to be filed by every Director on his appointment/re-appointment in a Public Co.
• Appointment of Managing/Wholetime
Director/Manager
269
25C
90 days
Appointment as per guidelines in Schedule XIII.
• Appointment or change in Director/Secretary
303
32 & 32 Addendum
30 days
One copy to be filed.
• Appointment of Relative of Director with remuneration between Rs. 10,000/- and
Rs. 2,50,000/- p.m.
314(1)(b)
23
30 days
Pass Special Resolution at GM.
Refer Director’s Relatives (Office or Place of Profit) Rules, 2003
• Appointment of Relative of Director with remuneration exceeding Rs. 2,50,000/- p.m.
314(1)(b)
23
30 days
Pass Special Resolution at GM and Central Govt.’s permission Refer Director’s Relatives (Office or Place of Profit) Rules, 2003
JOINT STOCK CO.
• Registration of Joint Stock Companies
567
37, 39
Before Registration
Joint Stock Company to be registered under Part IX — registration effective only upon filing documents.
• Registration of Non-joint Stock Companies
568
37 & 39
— do —
Non-joint stock companies to be registered under Part IX.
FOREIGN COS.
• Establishment of place of Business in India
592
44
30 days
Documents and prescribed particulars to be annexed to the Form.
• Alterations of :
a) Memorandum, Charter or Articles
593
49 & 52
On/before 31st Jan. of the year following  the year in which alterations are made for (a), (b) & (c)
30 days for (d) and (e)
b) Registered or Principal Office
c) Director/Secretary
d) Person authorised to accept service of document
e) Principal place in India
• Copies of Accounts and Business places list
594
52
9 months
of F.Y.
3 copies of Balance Sheets and P & L A/c. in English or certified translation in English and 3 copies of all business places in India.
• Cease to have place of Business in India
597
52
Forthwith
• Charges/Modifications/ satisfaction of charges & appointment of receiver
600 & 125
55, 56, 57  58, 59 & 60
30 days
• Annual Return
600
Annual Return
60 days of F.Y.
As per Foreign Companies Rules, 1975.
• Books of Account
600 & 209
23AA
7 days
Notice of address of place of maintaining books of account other than the Principal place.
• Prospectus
605
Prospectus Copy
Before issue
in India
• Rectification of Mistakes
592
68
365 days from the date of approval of
Form 44.
An application for rectification of mistakes in Form No. 44 shall be accompanied by fees of Rs. 10,000/-.

Note:

1. Sections 391 to 560 covering Compromise and Arrangement, Oppression and Management, Receivers and Managers, Winding-up not mentioned as their usage in day-to-day practice is not frequent.

2. Green Initiative in the Corporate Governance:

The company would be in compliance of section 219(1) of Companies Act, 1956, in case a copy of Balance Sheet, etc. is sent by electronic mail to its member subject to the fact that the company has obtained e-mail address of its member, after giving an advance opportunity to the member to register his e-mail address and changes therein from time to time with the company or with the concerned depository.

3. Ministry of Corporate Affairs has mandated certain class of companies to file balance sheet and profit and loss account for the year 2010-11 onwards by using XBRL taxonomy. The following class of companies have to file the Financial Statements in XBRL Form only from the year 2010-11:

(i) All companies listed in India and their subsidiaries, including overseas subsidiaries;

(ii) All companies having a paid-up capital of Rs. 5 crore and above or a Turnover of Rs. 100 crore or above.

All companies falling under the above category of filing in XBRL Form are permitted to file up to 30.09.2011 without any additional filing fee.

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